EXHIBIT 2.2 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION This Agreement and Plan of Merger and Reorganization ("Agreement") is made and entered into as of February 23, 1999, by and among: Vertel Corporation, a California corporation ("Parent");...Merger Agreement • March 31st, 1999 • Vertel Corp • Computer communications equipment • California
Exhibit 2.1 SHARE PURCHASE AGREEMENT ------------------------Share Purchase Agreement • January 15th, 1999 • Vertel Corp • Computer communications equipment • California
Exhibit 10.22 INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement") is made effective as of the ____ day of _________, 2002 by and between VERTEL, a California corporation (the "Company"), and ______________ ("Indemnitee"). WHEREAS,...Indemnification Agreement • April 1st, 2002 • Vertel Corp • Services-prepackaged software • California
EXHIBIT 10.4 SECURITY AGREEMENT SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time in accordance herewith and including all attachments, exhibits and schedules hereto, the "Agreement"), dated as of March 26,...Security Agreement • March 31st, 2003 • Vertel Corp • Services-prepackaged software • New York
AGREEMENT ---------Common Stock Purchase Agreement • November 10th, 1998 • Vertel Corp • Computer communications equipment
OFFICE LEASEOffice Lease • February 14th, 1997 • Retix • Computer communications equipment • California
OFWarrant Agreement • September 18th, 2001 • Vertel Corp • Services-prepackaged software • New York
EXHIBIT 10.79 Amendment No. 1 to Employment Agreement This Amendment No. 1 to Employment Agreement is entered into as of this 3rd day of December 1999, by and between Vertel Corporation, a California corporation (the "Company") and Dick Hamilton, an...Employment Agreement • March 30th, 2000 • Vertel Corp • Computer communications equipment
This Employment Agreement (this "Agreement") is dated as of May 30, 2001 by --------- and between Hai-Perng, aka Alex Kuo ("Officer") and Vertel Corporation, a ------- California corporation (the "Company"). -------Employment Agreement • November 14th, 2001 • Vertel Corp • Services-prepackaged software • California
EXHIBIT 10.80 Amendment No. 1 to Employment Agreement This Amendment No. 1 to Employment Agreement is entered into as of this 3rd day of December 1999, by and between Vertel Corporation, a California corporation (the "Company") and Cyrus Irani, an...Employment Agreement • March 30th, 2000 • Vertel Corp • Computer communications equipment
SDS MERCHANT FUND, L.P. c/o SDS Capital Partners, LLC 53 Forest Avenue, Second Floor Old Greenwich, Connecticut 06870 (203) 967-5850Note and Warrant Purchase Agreement • July 3rd, 2002 • Vertel Corp • Services-prepackaged software
Reference is hereby made to (i) the Note and Warrant Purchase Agreement (the "2001 Purchase Agreement") dated as of August 31, 2001 between Vertel Corporation (the "Company") and SDS Merchant Fund, L.P. ("SDS"); (ii) the Convertible Promissory Note dated January 3, 2002 issued to SDS (the "Note"); (iii) the Warrant dated August 31, 2001 issued to SDS (the "Warrant") and (iv) the Registration Rights Agreement (the "Registration Rights Agreement") dated as of August 31, 2001 between the Company and SDS. Capitalized terms used and not otherwise defined herein shall have the meanings set forth for such terms in the 2001 Purchase Agreement.
VERTEL CORPORATION CONSULTING AGREEMENT --------------------Consulting Agreement • March 31st, 1999 • Vertel Corp • Computer communications equipment • California
EXHIBIT 4.4 SECURITY AGREEMENT SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time and including all attachments, exhibits and schedules hereto, the "Agreement"), dated as of July 2, 2002, made by VERTEL...Security Agreement • July 3rd, 2002 • Vertel Corp • Services-prepackaged software • New York
This Employment Agreement (the "Agreement") is dated as of January 1, 2002 --------- by and between Stephen J. McDaniel ("Employee") and Vertel Corporation (the -------- "Company") and supersedes the Employment Agreement with Company dated November...Employment Agreement • May 15th, 2002 • Vertel Corp • Services-prepackaged software • California
EXHIBIT 4.5 SECURITY AGREEMENT SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time and including all attachments, exhibits and schedules hereto, the "Agreement"), dated as of July 2, 2002, made by VERTEL...Security Agreement • July 3rd, 2002 • Vertel Corp • Services-prepackaged software • New York
This Employment Agreement (the "Agreement") is dated as of October 11, 2001 --------- by and between Marc E. Maassen ("Officer") and Vertel Corporation (the ------- "Company"). -------Employment Agreement • May 15th, 2002 • Vertel Corp • Services-prepackaged software • California
EXHIBIT 10.61 VERTEL CORPORATION STOCK REPURCHASE AGREEMENT This Stock Repurchase Agreement (the "Agreement"), dated November 27, 1998, is by and between Vertel Corporation, a California corporation (the "Company") and Steve Waszak (the "Seller")....Stock Repurchase Agreement • March 31st, 1999 • Vertel Corp • Computer communications equipment • California
OFWarrant Agreement • July 3rd, 2002 • Vertel Corp • Services-prepackaged software • New York
This Employment Agreement (the "Agreement") is dated as of December 1, 2000 --------- by and between Craig Scott ("Officer") and Vertel Corporation (the "Company"). ------- -------Employment Agreement • April 2nd, 2001 • Vertel Corp • Computer communications equipment • California
EXHIBIT 10.56 SUB-SUBLEASE AGREEMENT ---------------------- THIS SUB-SUBLEASE AGREEMENT ("Sub-Sublease"), dated as of the 28th day of December, 1997, for reference purposes only, between RETIX, a California corporation, having an office at 4640...Sub-Sublease Agreement • March 5th, 1998 • Retix • Computer communications equipment • California
EXECUTIVE SEPARATION AGREEMENT THIS EXECUTIVE SEPARATION AGREEMENT (the "Agreement") is entered into this __ day of January, 1998, between Retix ("Company") and Philip Mantle ("Employee"). WHEREAS, the Company and Employee have mutually agreed to...Executive Separation Agreement • March 5th, 1998 • Retix • Computer communications equipment
SECURITY AGREEMENTSecurity Agreement • April 23rd, 2003 • Vertel Corp • Services-prepackaged software • New York
SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time in accordance herewith and including all attachments, exhibits and schedules hereto, the “Agreement”), dated as of April 16, 2003, made by VERTEL CORPORATION, a California corporation (the “Grantor”), in favor of North Sound Legacy Fund LLC (f/k/a DMG Legacy Fund LLC), North Sound Legacy Institutional Fund LLC (f/k/a DMG Legacy Institutional Fund LLC), North Sound Legacy International Ltd. (f/k/a DMG Legacy International Ltd.) and SDS Merchant Fund, L.P. (collectively, the “Secured Parties”).
AGREEMENTNote and Warrant Purchase Agreement • July 3rd, 2002 • Vertel Corp • Services-prepackaged software • New York
Vertel Corporation, a California corporation (the "Company"), hereby grants ------- to the Optionee named in the Notice of Stock Option Grant attached to this Agreement ("Optionee"), a nonqualified stock option (the "Option") to purchase --------...Stock Option Agreement • June 13th, 2001 • Vertel Corp • Services-prepackaged software • California
EXHIBIT 10.78 Amendment No. 1 to Employment Agreement This Amendment No. 1 to Employment Agreement is entered into as of this 3rd day of December 1999, by and between Vertel Corporation, a California corporation (the "Company") and Gordon L. Almquist,...Employment Agreement • March 30th, 2000 • Vertel Corp • Computer communications equipment
SURRENDER OF LEASE OF SECOND AND THIRD FLOOR ADELAIDE HOUSE 7/8 HADDINGTON TERRACE DUN LAOGHAIRE CO. DUBLINSurrender of Lease • November 12th, 1997 • Retix • Computer communications equipment
RIGHTS AGREEMENTPreferred Shares Rights Agreement • April 30th, 1997 • Retix • Computer communications equipment • California
Exhibit 4.7 REGISTRATION RIGHTS AGREEMENT ----------------------------- This Registration Rights Agreement (this "Agreement") is made and entered into as of July 2, 2002, between Vertel Corporation, a California corporation (the "Company"), and the...Registration Rights Agreement • July 3rd, 2002 • Vertel Corp • Services-prepackaged software • New York
WITNESSETH: ----------License and Purchase Agreement • November 10th, 1998 • Vertel Corp • Computer communications equipment • Pennsylvania
ARTICLE IConvertible Promissory Note • September 18th, 2001 • Vertel Corp • Services-prepackaged software • New York
Exhibit 10.87 NON-COMPETITION AND NON-DISCLOSURE AGREEMENT -------------------------------------------- This Non-Competition and Non- Disclosure Agreement (the "Agreement") is made and entered into this 30th day of May, 2001 by and between Hai-Perng,...Non-Competition and Non-Disclosure Agreement • November 14th, 2001 • Vertel Corp • Services-prepackaged software • California
RECITALSStock Transfer Agreement • August 12th, 1997 • Retix • Computer communications equipment • California
Exhibit 10.86 RETENTION AND SEVERANCE AGREEMENT This Retention and Severance Agreement ("Agreement") is dated as of May 30, 2001, and is between Vertel Corporation (the "Company"), a California corporation, and the undersigned officer of the Company...Retention and Severance Agreement • November 14th, 2001 • Vertel Corp • Services-prepackaged software • California
ARTICLE ISenior Secured Convertible Promissory Note • July 3rd, 2002 • Vertel Corp • Services-prepackaged software • New York
W I T N E S S E T H:Sub-Sublease Agreement • November 12th, 1997 • Retix • Computer communications equipment • California
